LACK-LUSTRE Tranmere Rovers went out of the Johnstone's Paint Trophy in an untidy second round tie at Prenton Park last night.

Darlington, clearly eager to impress new manager Dave Penney in his first match in charge, went through on the strength of a 67th-minute goal from the penalty spot by striker Gaetano Giallanza.

Tranmere could hardly complain too loudly about the outcome after struggling to pose a serious threat to the Darlington goal in the second half.

They were unable to build on a head of attacking steam they built up towards the end of the first half when target man Gareth Taylor threatened to break through on several occasions.

Most of Tranmere's disappointment and frustration was directed at referee Ray Lewis, who made some contentious decisions and booked nine players in a game of generally good temper.

To make matters worse for Tranmere, they lost two players to injury - Kevin Ellison and Steve Jennings - from a reshuffled starting line-up.

Manager Ronnie Moore made five changes to the side that started Tranmere's 1-0 win over Bournemouth last Saturday.

He gave starts to goalkeeper John Achterberg, Steve Jennings at right-back, Carl Tremarco at left-back, Jason McAteer in central midfield and Steve Davies up front. But it didn't stay that way for long.

Within 10 minutes Tranmere were forced to withdraw the limping Ellison. Chris Greenacre came off the bench to join Taylor in attack with Davies reverting to Ellison's left wing role.

Rovers could have gone a goal down in the first minute when Darlington's Barry Conlon was slipped clear through the middle by striking partner Giallanza, fired narrowly wide of Achterberg's right hand post from the edge of the box.

It was all part of Darlington's enterprising start, testing out Tranmere's re-shuffled defence on several occasions. They moved the ball around crisply in spite of the stiff wind.

Tranmere took a little longer to find a rhythm.

But they threatened twice in quick succession midway through the first half, first when a goalbound header from Taylor was blocked a yard short of the line by Darren Holloway.

Tranmere had to make a second substitution on 30 minutes when Jennings was carried off after being hurt in a heavy tackle. Ian Goodison replaced him at right back.

Darlington goalkeeper Sam Russell made an acrobatic tip over on 40 minutes to thwart Taylor, who met a McAteer free-kick with a looping header that was heading for the top corner.

Taylor was thwarted again just before half-time by David Duke's goal line clearance after heading a right wing corner from Shuker towards the bottom corner of the net.

Tranmere appealed vehemently that Davies was held back by Holloway as he broke towards the edge of the box in the 54th minute.

But referee Lewis would have none of it.

Darlington soaked up some persistent Rovers pressure early in the second half, then struck back decisively.

They should have gone ahead on 66 minutes when Giallanza ran onto a right wing cross from substitute Neil Wainwright on the edge of the six yard box but fired his shot too close to Achterberg, who made a falling save.

A minute later Darlington were awarded a spot-kick after Achterberg pushed out a 20-yard shot from Kalu N'Goma and Goodison appeared to impede Simon Johnson as he went after the rebound.

Giallianza converted confidently, sending Achterberg the wrong way.

The Tranmere Rovers bench were unhappy with several subsequent decisions by Mr Lewis as Rovers scrambled for an equaliser.

Tranmere's attempts to mount a fight back failed to give the League Two defenders any serious problems.

Indeed, Darlington might have added a second on 83 minutes when Johnson just failed to reach a cross-shot from Wainwright as he slid in at the far post.

MAN OF THE MATCH>

Chris McCreadyOn a night when few players stood out, McCready was steady at the back